FORM 10-Q

United States
                                                  Securities and Exchange Commission
                                                       Washington, D. C. 20549

(Mark One)

X           Quarterly Report Pursuant to Section 13 or 15(d)
                                                                                     of the Securities Exchange Act of 1934

For Quarter Ended: February 28, 2005
OR

_            Transition Report Pursuant to Section 13 or 15(d)
                                                                                      of the Securities Exchange Act of 1934

Commission File Number: 0-14820IMMUCOR, INC.
(Exact name of registrant as specified in its charter)

       Georgia                                      22-2408354
                  (State or other jurisdiction of                                 (I.R.S. Employer
                  incorporation or organization)                      Identification No.)

3130 Gateway Drive       P.O. Box 5625       Norcross, Georgia      30091-5625
                                                          (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number: (770) 441-2051

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes X   No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X   No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date.

As of March 31, 2005: Common Stock, $0.10 Par Value - 45,437,083

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|                                                                                 
|---------------------------------------------------------------------------------
|
|ASSETS                                                                           
|                                                                                 
|CURRENT ASSETS:                                                                  
|Cash and cash equivalents                                                        
|Accounts receivable, trade (less allowance for doubtful accounts of $1,738,759 at
|February 28, 2005 and $1,330,305 at May 31, 2004)                                
|Other receivables                                                                
|Inventories                                                                      
|Income taxes receivable                                                          
|Deferred income taxes                                                            
|Prepaid expenses and other                                                       
|                                                                                 
|Total current assets                                                             
|                                                                                 
|LONG-TERM INVESTMENT                                                             
|                                                                                 
|PROPERTY, PLANT AND EQUIPMENT - Net                                              
|                                                                                 
|DEFERRED INCOME TAXES                                                            
|                                                                                 
|DEFERRED LICENSING COSTS - Net                                                   
|                                                                                 
|CUSTOMER LIST - Net                                                              
|                                                                                 
|EXCESS OF COST OVER NET TANGIBLE ASSETS ACQUIRED - Net                           
|                                                                                 
|OTHER ASSETS - Net                                                               
|                                                                                 
|                                                                                 
|                                                                                 

See notes to consolidated financial
statements.

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|                                                                             
|-----------------------------------------------------------------------------
|
|LIABILITIES AND SHAREHOLDERS' EQUITY                                         
|                                                                             
|CURRENT LIABILITIES:                                                         
|Current portion of borrowings under bank line of credit agreements           
|Current portion of long-term debt                                            
|Current portion of capital lease obligations                                 
|Accounts payable                                                             
|Income taxes payable                                                         
|Accrued salaries and wages                                                   
|Deferred income taxes                                                        
|Other accrued liabilities                                                    
|                                                                             
|Total current liabilities                                                    
|                                                                             
|BORROWINGS UNDER BANK LINE OF CREDIT AGREEMENTS -    Net of current portion  
|                                                                             
|LONG-TERM DEBT - Net of current portion                                      
|                                                                             
|CAPITAL LEASE OBLIGATIONS - Net of current portion                           
|                                                                             
|DEFERRED INCOME TAXES                                                        
|                                                                             
|OTHER LIABILITIES                                                            
|                                                                             
|SHAREHOLDERS' EQUITY:                                                        
|Common stock -  authorized 60,000,000 shares, $0.10 par value; 45,428,338 and
|45,264,517 issued and outstanding at February 28, 2005 and May 31, 2004,     
|respectively                                                                 
|Additional paid-in capital                                                   
|Unearned compensation                                                        
|Retained earnings                                                            
|Accumulated other comprehensive income (loss)                                
|                                                                             
|Total shareholders' equity                                                   
|                                                                             
|                                                                             
|                                                                             

See notes to consolidated financial statements.

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|                                    
|------------------------------------
|
|
|
|
|                                    
|NET SALES                           
|                                    
|COST OF SALES                       
|                                    
|GROSS MARGIN                        
|                                    
|OPERATING EXPENSES:                 
|Research and development            
|Selling and marketing               
|Distribution                        
|General and administrative          
|Amortization and other, net         
|                                    
|Total operating expenses            
|                                    
|INCOME FROM OPERATIONS              
|                                    
|OTHER INCOME (EXPENSE):             
|Interest income                     
|Interest expense                    
|Other - net                         
|                                    
|Total other                         
|                                    
|INCOME BEFORE INCOME TAXES          
|INCOME TAX EXPENSE                  
|                                    
|NET INCOME                          
|                                    
|Earnings per share:                 
|Per common share                    
|                                    
|Per common share - assuming dilution
|                                    
|Weighted average shares outstanding:
|Basic                               
|                                    
|Diluted                             
|                                    

See notes to consolidated financial statements.

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|                                                                                 
|---------------------------------------------------------------------------------
|
|
|
|                                                                                 
|OPERATING ACTIVITIES:                                                            
|Net income                                                                       
|Adjustments to reconcile net income to net cash provided by operating activities:
|Depreciation and amortization of property and equipment                          
|Amortization of other assets                                                     
|Amortization of debt issue costs                                                 
|Provision for doubtful accounts                                                  
|Loss on retirement of fixed assets                                               
|Loss on debt retirement                                                          
|Gain on sale of long-term investment                                             
|Deferred tax provision                                                           
|Other                                                                            
|Changes in operating assets and liabilities:                                     
|Accounts receivable, trade                                                       
|Income taxes                                                                     
|Inventories                                                                      
|Other receivables                                                                
|Other current assets                                                             
|Other long-term assets                                                           
|Accounts payable                                                                 
|Other current liabilities                                                        
|Other long-term liabilities                                                      
|                                                                                 
|Total adjustments                                                                
|                                                                                 
|Cash provided by operating activities                                            
|                                                                                 
|INVESTING ACTIVITIES:                                                            
|Purchases of / deposits on property and equipment                                
|Proceeds from sale of property and equipment                                     
|Proceeds from sale of long-term investment                                       
|                                                                                 
|Cash used in investing activities                                                
|                                                                                 
|FINANCING ACTIVITIES:                                                            
|Borrowings, net of repayments under line of credit agreements                    
|Borrowings of long-term debt                                                     
|Payments of long-term debt and capital lease obligations, net of borrowings      
|Repurchase of common stock                                                       
|Payment for fractional stock dividend shares                                     
|Exercise of stock options and warrants (786,900 shares and 1,169,564 shares,     
|respectively)                                                                    
|                                                                                 
|Cash used in financing activities                                                
|                                                                                 
|EFFECT OF EXCHANGE RATE CHANGES ON CASH                                          
|                                                                                 
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                 
|                                                                                 
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                       
|                                                                                 

See notes to consolidated financial statements.

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IMMUCOR, INC.Notes to Consolidated
Financial Statements  (Unaudited)

1.    
          BASIS OF PRESENTATION

The accompanying unaudited
consolidated financial statements have been prepared in accordance with U.S. generally
accepted accounting principles for interim financial information and the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. generally accepted accounting principles for
complete financial statements. However, there has been no material change in the
information disclosed in the Companys annual financial statements dated May 31,
2004, except as disclosed herein. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the nine-month period ended February 28, 2005
are not necessarily indicative of the results that may be expected for the year ending May
31, 2005. For further information, refer to the consolidated financial statements and
footnotes thereto included in the Companys Annual Report on Form 10-K for the year
ended May 31, 2004.

Certain prior year balances have been
reclassified to conform to the current year presentation.

2.    
          STOCK-BASED COMPENSATION

The Company grants stock options for
a fixed number of shares to employees with an exercise price equal to the fair value of
the shares at the date of the grant. The Company accounts for stock option grants in
accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees, and
accordingly does not recognize compensation expense for the stock option grants.

In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure
 an amendment of FASB Statement No. 123.This Statement provides alternative
methods of transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the disclosure
requirements of Statement 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. The following table illustrates the
effect on net income and earnings per share as if the Company had applied the fair value
recognition provisions of SFAS No. 123 to stock-based employee compensation.

|                                                                                                                                                | For the Three Months Ended |                 | For the Nine Months Ended
|----------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | --------------- | -------------------------
|
|
|                                                                                                                                                |                            |                 |                          
|Net income as reported                                                                                                                          |                            | $     6,460,868 |                          
|Deduct total stock-based employee     compensation expense determined under     fair value based methods for all awards,
          net of taxes |                            | 448,409         |                          
|                                                                                                                                                |                            |                 |                          
|Pro forma net income                                                                                                                            |                            | $     6,012,459 |                          
|Earnings per share as reported:                                                                                                                 |                           
|Per common share                                                                                                                                |                            | $0.14           |                          
|Per common share - assuming dilution                                                                                                            |                            | $0.14           |                          
|Pro forma earnings per share:                                                                                                                   |                           
|Per common share                                                                                                                                |                            | $0.13           |                          
|Per common share - assuming dilution                                                                                                            |                            | $0.13           |                          
|                                                                                                                                               

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3.     INVENTORIES

Inventories are stated at the lower
of first-in, first-out cost or market:

|                           | As of      February 28, 2005 | As ofMay 31, 2004 | 
|-------------------------- | ---------------------------- | ----------------- | 
|Raw materials and supplies |                              | $  5,338,959      | 
|Work in process            |                              | 3,116,202         | 
|Finished goods             |                              | 13,064,181        | 
|                           |                              |                   | 
|                           |                              | $ 21,519,342      | 
|                           |                              |                   | 

4.    
          EARNINGS PER SHARE

The following table sets forth the
computation of basic and diluted earnings per share in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings per Share. The
Company distributed a three-for-two stock split, affected in the form of a 50% stock
dividend on July 16, 2004 to the shareholders of record as of the close of business on
June 30, 2004. On November 15, 2004 the Board of Directors approved a three-for-two stock
split, affected in the form of a 50% stock dividend, to shareholders of record as of the
close of business on November 22, 2004. The stock split was distributed on December 13,
2004 and increased the number of shares outstanding by 15,061,379 net of 82.5 fractional
shares for which cash dividends were paid. All share and per share amounts disclosed in
this document have been restated to reflect the stock splits discussed in Note 8 to the
consolidated financial statements.

|                                                    | For the Three Months Ended |                  | For the Nine Months Ended
|--------------------------------------------------- | -------------------------- | ---------------- | -------------------------
|
|
|                                                    |                            |                  |                          
|Numerator for basic and diluted earnings per share: |                            |                  |                          
|Income available to common shareholders             |                            | $  6,460,868     |                          
|                                                    |                            |                  |                          
|Denominator:                                        |                           
|For basic earnings per share - weighted             |                           
|average shares basis                                |                            | 45,183,604       |                          
|Effect of dilutive stock options and warrants       |                            | 2,397,821        |                          
|                                                    |                            |                  |                          
|Denominator for diluted earnings per share          |                           
|-adjusted weighted average shares basis             |                            | 47,581,425       |                          
|                                                    |                            |                  |                          
|Earnings per common share                           |                            | $           0.14 |                          
|                                                    |                            |                  |                          
|Earnings per common share - assuming dilution       |                            | $           0.14 |                          
|                                                    |                            |                  |                          

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5.    
          DOMESTIC AND FOREIGN OPERATIONS

Information concerning the
Companys domestic and foreign operations is summarized below (in 000s):

|                             
|-----------------------------
|                             
|
|                             
|                             
|Net reagent revenues:        
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net instrument revenues:     
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net collagen revenues:       
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Income (loss) from operations
|Net income (loss)            
|                             
|
|                             
|                             
|Net reagent revenues:        
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net instrument revenues:     
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Net collagen revenues:       
|Unaffiliated customers       
|Affiliates                   
|                             
|Total                        
|Income (loss) from operations
|Net income (loss)            

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|                              | 
|----------------------------- | 
|
|                              | 
|                              | 
|Net reagent revenues:         | 
|Unaffiliated customers        | 
|Affiliates                    | 
|                              | 
|Total                         | 
|Net instrument revenues:      | 
|Unaffiliated customers        | 
|Affiliates                    | 
|                              | 
|Total                         | 
|Net collagen revenues:        | 
|Unaffiliated customers        | 
|Affiliates                    | 
|                              | 
|Total                         | 
|Income (loss) from operations | 
|Net income (loss)             | 
|                              | 
|
|                              | 
|                              | 
|Net reagent revenues:         | 
|Unaffiliated customers        | 
|Affiliates                    | 
|                              | 
|Total                         | 
|Net instrument revenues:      | 
|Unaffiliated customers        | 
|Affiliates                    | 
|                              | 
|Total                         | 
|Net collagen revenues:        | 
|Unaffiliated customers        | 
|Affiliates                    | 
|                              | 
|Total                         | 
|Income (loss) from operations | 
|Net income (loss)             | 

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The Companys U.S. operations
made net export sales to unaffiliated customers of approximately $1,508,500 and $1,082,000
for the three months ended February 28, 2005 and February 29, 2004, respectively, and
approximately $5,120,500 and $3,685,000 for the nine months ended February 28, 2005 and
February 29, 2004, respectively. The Companys German operations made net export
sales to unaffiliated customers of approximately $2,283,000 and $1,425,000 for the three
months ended February 28, 2005 and February 29, 2004, respectively, and approximately$4,033,000 and $3,588,000 for the nine months ended February 28, 2005 and February 29,
2004, respectively. The Companys Canadian operations made net export sales to
unaffiliated customers of approximately$347,000 and $430,000 for the three months
ended February 28, 2005 and February 29, 2004, respectively, and approximately$1,332,000 and $1,328,000 for the nine months ended February 28, 2005 and February 29,
2004, respectively. Product sales to affiliates are valued at market prices.

6.    
          COMPREHENSIVE INCOME

The components of comprehensive
income for the three- and nine-month periods ended February 28, 2005 and February 29, 2004
are as follows:

|                                      | For the Three Months Ended | For the Nine Months Ended
|------------------------------------- | -------------------------- | -------------------------
|
|
|                                      |                            |                          
|Net income                            |                            | $ 6,460,868              
|Net foreign currency translation      |                            | 202,211                  
|Hedge loss reclassified into earnings |                            | 5,137                    
|                                      |                            |                          
|Comprehensive income                  |                            | $ 6,668,216              
|                                      |                            |                          

Accumulated other comprehensive income
(loss) as of February 28, 2005 and May 31, 2004 was $3,526,101 and ($328,146),
respectively. The balance, consisting primarily of net gains on foreign currency
translation adjustments, has been disclosed in the shareholders equity section of
the consolidated balance sheets.

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7.    
          IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2002, the EITF reached a
consensus on EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables
(EITF 00-21). The Issue addresses certain aspects of the accounting for
arrangements under which a vendor will perform multiple revenue-generating activities.
EITF 00-21 addresses when a revenue arrangement with multiple deliverables should be
divided into separate units of accounting and, if separation is appropriate, how the
arrangement consideration should be allocated to the identified accounting units. The
Company adopted the provisions of EITF 00-21 effective July 1, 2003, without material
impact on its financial statements.

In January 2003, the FASB issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation
of Accounting Research Bulletin (ARB) No. 51 (FIN No. 46). FIN No. 46
requires certain variable interest entities, or VIEs, to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial
support from other parties. FIN No. 46 is effective for all VIEs created or acquired after
January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions
of FIN No. 46 must be applied for the first interim or annual period beginning after March
15, 2004. The Company adopted the provisions of FIN No. 46 effective June 1, 2004, without
material impact on its financial statements.

In April 2003, the FASB issued SFAS
No. 149,Amendments of Statement 133 on Derivative Instruments and Hedging
Activities(SFAS No. 149). SFAS No. 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
instruments embedded in other contracts and for hedging activities under FASB Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities. This
statement requires that contracts with comparable characteristics be accounted for
similarly. In particular, this statement clarifies under what circumstances a contract
with an initial net investment meets the characteristic of a derivative, clarifies when a
derivative contains a financing component, amends the definition of an underlying hedged
risk to conform to language used in FIN No. 45 and amends certain other existing
pronouncements. This statement, the provisions of which are to be applied prospectively,
is effective for contracts entered into or modified after June 30, 2003. The adoption of
SFAS No. 149, on July 1, 2003, did not have a material impact on the Companys
financial condition or results of operations.

In May 2003, the FASB issued SFAS No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity(SFAS No. 150). SFAS No. 150 establishes standards
for how an issuer classifies and measures in its statement of financial position certain
financial instruments with characteristics of both liabilities and equity. SFAS No. 150
requires that an issuer classify a financial instrument that is within SFAS No. 150s
scope as a liability (or an asset in some circumstances) because that financial instrument
embodies an obligation of the issuer. Many of those instruments were previously classified
as equity. SFAS No. 150 requires an issuer to classify the following instruments as
liabilities (or assets in some circumstances): mandatorily redeemable financial
instruments; obligations to repurchase the issuers equity shares by transferring
assets; and certain obligations to issue a variable number of its equity shares. SFAS No.
150 is effective for all financial instruments entered into or modified after May 31,
2003, and otherwise shall be effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS No. 150, on September 1, 2003, did not
have a material effect on the Companys financial condition or results of operations.

In November 2004, the FASB issued
Statement No. 151, Inventory Costsan amendment of ARB No. 43, Chapter 4(SFAS No. 151).SFAS No. 151 amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material (spoilage).
Paragraph 5 of ARB 43, Chapter 4, previously stated that . . . under some
circumstances, items such as idle facility expense, excessive spoilage, double freight,
and rehandling costs may be so abnormal as to require treatment as current period charges.
.. .  SFAS No. 151 requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of so abnormal. In addition,
this Statement requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. This new standard
is effective for inventory costs incurred during fiscal years beginning after June 15,
2005. Earlier application is permitted for inventory costs incurred during fiscal years
beginning after November 23, 2004. The Company is in the process of evaluating the impact
SFAS No. 151 will have upon adoption but does not anticipate it will have a significant
impact on its financial position or results of operations.

---

In December 2004, the FASB issued
Statement No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No.
29, Accounting for Nonmonetary Transactions (SFAS No. 153). The
amendments made by SFAS No. 153 are based on the principle that exchanges of nonmonetary
assets should be measured based on the fair value of the assets exchanged. Further, the
amendments eliminate the narrow exception for nonmonetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of nonmonetary assets that do
not have commercial substance. Previously, Opinion 29 required that the accounting for an
exchange of a productive asset for a similar productive asset or an equivalent interest in
the same or similar productive asset should be based on the recorded amount of the asset
relinquished. By focusing the exception on exchanges that lack commercial substance, the
Board believes SFAS No. 153 produces financial reporting that more faithfully represents
the economics of the transactions. This statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not
believe the adoption of this new statement will have a material impact on its financial
condition or results of operations.

In December 2004, the FASB issued
Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB
Statement No. 123,Accounting for Stock-Based Compensation (SFAS No.
123(R)).  Generally, the approach in SFAS No. 123(R) is similar to the approach
described in Statement 123.  However, SFAS No. 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be recognized in the
statement of income based on their fair values. Pro forma disclosure is no longer an
alternative. In addition, in March 2005, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 107, (SAB 107) Share-Based Payment.SAB 107 expresses
the SEC staffs views on SFAS No. 123(R). SFAS 123(R) and SAB 107 will be effective
for public entities (excluding small business issuers) in the first interim or annual
reporting period beginning after June 15, 2005. The Company is currently evaluating the
requirements of SFAS No. 123(R) and whether it will adopt this statement as of the beginning
of its next fiscal year (June 1, 2005) or whether it will adopt SFAS No. 123 as of June 1, 2005 and
subsequently adopt SFAS No. 123(R) as of September 1, 2005.  The Company expects the adoption
of SFAS No. 123(R) to have a material impact on its consolidated financial position and
statements of income.  Should the Company first adopt SFAS No. 123, the adoption of this statement
should impact net income and earnings per share similar to the pro forma amounts disclosed for
the quarter ended February 28, 2005 in Note 2 to the consolidated financial statements.

8.    
          STOCK SPLITS

Immucor distributed a three-for-two
stock split, affected in the form of a 50% stock dividend on November 14, 2003 to the
shareholders of record on October 24, 2003, which resulted in the issuance of 6,542,601
shares of common stock, net of 2,048 fractional shares for which cash dividends were paid.
On June 1, 2004, the Board of Directors approved a three-for-two stock split, affected in
the form of a 50% stock dividend, to shareholders of record as of the close of business on
June 30, 2004. The stock split was distributed on July 16, 2004 and increased the number
of shares outstanding by 10,066,940, net of 326 fractional shares for which cash dividends
were paid. On November 15, 2004 the Board of Directors approved a three-for-two stock
split, affected in the form of a 50% stock dividend, to shareholders of record as of the
close of business on November 22, 2004. The stock split was distributed on December 13,
2004 and increased the number of shares outstanding by 15,061,379 net of 82.5 fractional
shares for which cash dividends were paid. All share and per share amounts disclosed in
this document have been restated to reflect the stock splits described above.

---

9.    
          STOCK REPURCHASE PROGRAM

The Company instituted a stock
repurchase program in June of 1998 for up to 4,050,000 shares, of which 3,624,750 shares
had been purchased prior to the end of the 2004 fiscal year, leaving 425,250 shares
available for repurchase. On June 1, 2004, the Board of Directors authorized the Company
to repurchase up to an additional 450,000 shares of its common stock. On August 2, 2004,
the Board of Directors authorized the Company to repurchase up to an additional 750,000
shares of its common stock. In the quarter ended August 31, 2004, the Company repurchased
622,500 shares at an average per share price of $12.87, bringing the aggregate number of
shares to 4,247,250 repurchased to date since implementation of the 1998 repurchase
program. There were no share repurchases during the quarters ended February 28, 2005 and
November 30, 2004. The aggregate amount remaining available for repurchase under the
program is 1,002,750 shares as of February 28, 2005.

10.    
          LITIGATION AND OTHER MATTERS

The Company is subject to various
claims and contingencies related to lawsuits and other matters arising out of the normal
course of business. Other income (loss) for the nine months ended February 28, 2005
includes a $0.2 million charge representing a legal settlement agreed upon in December
2004 regarding a claim that existed as of November 30, 2004. In addition, as reported in a
press release issued by the Company on November 2, 2004, the Companys Italian
subsidiary and Dr. Gioacchino De Chirico, the former President of the Italian subsidiary,
are the subjects of a criminal investigation by Italian authorities in Milan, Italy
centered on the activities of a well-known Italian physician and hospital administrator.
The investigation concerns alleged improper cash payments by several companies to the
physician in exchange for favorable contract awards by his hospital in Italy. Based on the
Companys internal investigation discussed further below, it does not appear that the
Italian subsidiary made any improper payments to the physician in question. However, the
doctor rendered services as the organizer and chairman of a convention sponsored by the
Italian subsidiary in October 2003, for which he received 13,500 Euros, and the invoice
for those services did not properly identify the doctor or the nature of his services, in
violation of the books and records provisions of the Foreign Corrupt Practices Act. On
November 1, 2004, the Company self-reported to the Securities and Exchange Commission the
potential violation of the Foreign Corrupt Practices Act. On January 21, 2005, the
Company submitted to the SEC the findings of its internal investigation (see
below for further information) regarding the reported books and records
violation and related matters. The SEC has not expressed to the Company any
conclusions about the ultimate outcome of its review of the investigation or its
potential financial impact on the Company. The investigation by the Italian prosecutor reportedly
covers several other companies, which may delay the closure of this
matter.  No determination can yet be made as to whether the Company, in connection with
the circumstances surrounding the Italian investigation, will become subject to any fines,
penalties and/or other charges imposed by any governmental authority, or any other damages
or costs that may arise in connection with those circumstances.

In October 2004, the Company
initiated an internal investigation into the matter discussed above regarding its Italian
subsidiary. The Company had already identified certain deficiencies in internal control
over financial reporting in that subsidiary in connection with its preparation for
Sarbanes-Oxley Section 404 internal control assessment, and was in the process of
strengthening those internal controls at the time the internal investigation was
initiated. That process was accelerated in connection with the internal investigation, and
the Company has now undertaken a thorough review of the books and records of the Italian
subsidiary. That review identified a number of improperly recorded transactions totaling
approximately $0.7 million, of which $0.5 million, $0.1 million and $0.1 million is
included in Amortization and other, Selling and marketing, and Cost of sales,
respectively, in the Consolidated Statements of Income for the three months ended November
30, 2004. Included in the $0.7 million charge was an estimate of under-accrued value-added
taxes owed to the Italian government. Upon further review during the quarter ended
February 28, 2005, the Company determined that it had over-accrued for these value-added
taxes and therefore recorded a $0.2 million reduction in expenses in Amortization and
other in the Consolidated Statements of Income for the three-months ended February 28,
2005.

---

11.    
          SALE OF LONG-TERM INVESTMENT

On November 10, 2004, the Company
sold its common stock investment in Lionheart Technologies, Inc. (Lionheart),
a long-term investment which was being accounted for using the cost method and had a
carrying value of $770,000 on the date of sale. In exchange, the Company received $1.3
million in cash from the purchaser, Bio-Tek Instruments, Inc., a wholly owned subsidiary
of Lionheart. Accordingly, the Company recorded a gain of $530,000 included in the
caption, Other Net, in the consolidated income statement for the nine
months ended February 28, 2005.

12.    
          CANCELLATION OF GROUP PURCHASING CONTRACTS

The Company mutually agreed with two
group purchasing organizations to cancel supply agreements. The Companys contracts
with Novation and Premier were cancelled effective January 10, 2005 and January 26, 2005,
respectively. These cancellations were undertaken for the purpose of increasing prices to
the members of each group which occurred simultaneously with each cancellation. These
groups contribute approximately $24.9 million in revenues to Immucor annually. These cancellations are also expected to result in the
Company paying approximately $0.8 million less in annual administration fees to the
groups.

13.    
          DEFERRED INSTRUMENT COSTS

In certain limited situations
involving third-party leasing arrangements, the Company enters into a repurchase agreement
whereby if the ultimate customer terminates the lease, the Company agrees to repurchase
the instrument for an amount equal to the remaining unpaid lease payments owed to the
third-party leasing company.  In these limited situations, the Company continues to defer
the revenue related to the sale and subsequently recognizes the revenue over the lease
term as the lease payments are made to the third-party leasing company and it is clear
that the ultimate customer has not terminated the related lease.  In prior periods, the
Company also deferred the corresponding cost of these instrument sales and recognized the
costs over the same period as the related revenue. During the quarter ended February 28,
2005, the Company determined that it was more appropriate to recognize the instrument
costs in these deferral situations when the instrument has been installed and written
acceptance has been received from  the customer. Accordingly, for the quarter ended
February 28, 2005, the Company recorded additional cost of sales totaling approximately
$327,000, which related to prior quarters.  The Company now records all instrument costs at the time the
instrument is installed and accepted by the customer and title has legally transferred to
the customer.

---

ITEM 2.  Management's Discussion and
Analysis of Financial Condition and Results of Operations.

Certain statements that Immucor
may make from time to time, including all statements contained in this report that are not
statements of historical fact, constitute forward-looking statements under the
federal securities laws. Forward-looking statements may be identified by words such as
plans, expects, believes, anticipates,
estimates, projects, will, should and
other words of similar meaning used in conjunction with, among other things, discussions
of future operations, financial performance, product development and new product launches,
FDA and other regulatory applications and approvals, market position and expenditures.
Factors that could cause actual results to differ materially from those expressed in any
forward-looking statement made by, or on behalf of, Immucor include the following, some of
which are described in greater detail below: the decision of customers to defer capital
spending, increased competition in the sale of instruments and reagents, product
development or regulatory obstacles, changes in interest rates, changes in demand for the
Companys human collagen product and general economic conditions. In addition, the
strengthening of the dollar versus the Euro would adversely impact reported European
results. Investors are cautioned not to place undue reliance on any forward-looking
statements. Immucor cautions that historical results should not be relied upon as
indications of future performance. Immucor assumes no obligation to update any
forward-looking statements.

Critical Accounting Policies

General

We have identified the policies below
as critical to our business operations and the understanding of our results of operations.
The impact and any associated risks related to these policies on our business operations
is discussed throughout Managements Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected financial
results. For a detailed discussion on the application of these and other accounting
policies, see Note 1, Note 2 and Note 7 to the Consolidated Financial Statements of this
Quarterly Report on Form 10-Q. Note that our preparation of this Form 10-Q requires us to
make estimates and assumptions that affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates, and certain assumptions could prove to
be incorrect. Senior management has discussed the development and selection of critical
accounting estimates and related Managements Discussion and Analysis of Financial
Condition and Results of Operations disclosure with the Audit Committee of the Board of
Directors.

Revenue Recognition

The Company recognizes revenue when
the following four basic criteria have been met: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and
determinable; and (4) collectibility is reasonably assured. Should changes in conditions
cause management to determine these criteria are not met for certain future transactions,
revenue recognized for any reporting period could be adversely affected. Revenue from the
sale of the Companys reagents in the U.S. market is recognized upon shipment when
both title and risk of loss transfer to the customer upon shipment. Revenue from the sale
of the Companys reagents in the export market is recognized FOB customs clearance
when both title and risk of loss transfer to the customer. Revenue from the sale of the
Companys human collagen product is recognized upon shipment and passage of a 10-day
inspection period. Revenue from the sale of the Companys medical instruments is
recognized upon shipment and completion of contractual obligations relating to
training and/or installation based on terms of the related agreements. Revenue from
rentals of the Companys medical instruments is recognized over the life of the
rental agreement. Instrument service contract revenue is recognized over the life of the
contract.

---

In certain limited situations  involving third-party leasing arrangements,  the Company enters into a repurchase agreement whereby if the
ultimate  customer  terminates the lease,  the Company agrees to repurchase the instrument for an amount equal to the remaining  unpaid
lease  payments  owed to the third-party  leasing  company.  In these limited  situations,  the Company  continues to defer the revenue
related to the sale and  subsequently  recognizes  the revenue  over the lease term as the lease  payments  are made to the third-party
leasing  company and it is clear that the ultimate  customer has not terminated the related lease.  In prior periods,  the Company also
deferred  the  corresponding  cost of these  instrument  sales and  recognized  the costs over the same period as the related  revenue.
During the quarter ended February 28, 2005, the Company  determined that it was more  appropriate to recognize the instrument  costs in
these  deferral  situations  when the  instrument  has been  installed  and written  acceptance  has been  received  from the customer.
Accordingly, for the quarter ended February 28, 2005, the Company recorded additional cost of sales totaling approximately
$327,000, which related to prior quarters.  The Company now records all  instrument  costs at the time the  instrument  is installed  and accepted by the customer and title
has legally transferred to the customer.

The Company adopted Emerging Issues
Task Force (EITF) Issue No. 00-21, Accounting for Revenue Arrangements with
Multiple Deliverables, for agreements entered into beginning in the second quarter of
fiscal year 2004. The Companys medical instrument sales contracts involve multiple
deliverables, including the sale or rental of an instrument (including training and
installation), the subsequent servicing of the instrument during the first year, and
reagent products provided to the customer during the validation period. The portion of the
instrument sales price applicable to the instrument itself (including training and
installation), which is determined based on fair value, is recognized upon shipment and
completion of contractual obligations relating to training and/or installation based on
the terms of the related agreement. The portion of the sales price applicable to reagent
products provided to the customer during the validation period, based on fair value, are
recognized when the instrument itself is recognized as generally such recognition occurs
when the validation period is completed. The portion of the sales price applicable to
servicing the instrument during the first year, based on fair value, is deferred and
recognized over the first year of the contract. The portion, if any, of the sales price
applicable to price guarantees, based on fair value, is deferred and recognized over the
guarantee period. The allocation of the total consideration received based on the
estimated fair value of the units of accounting requires judgment by management.

Allowance for Doubtful
Accounts

Immucor maintains an allowance for
doubtful accounts for estimated losses resulting from the inability of its customers to
make required payments. The Companys current policy, based on historical collection
experience, is to provide an allowance of 4% of third-party gross receivables. In addition,
any third-party invoices over three years old are provided for in the allowance, as are
any third-party invoices over eighteen months old and under $50. At February 28, 2005, the
allowance is approximately 4.6% of the gross accounts receivable balance. The Company
continually monitors the collectibility of its customer accounts and when indications
arise that an amount is not likely to be collected, the amount is charged to the allowance
for doubtful accounts. If the financial condition of any of Immucors customers were
to deteriorate, resulting in an impairment of their ability to make payments, additional
allowances could be required.

Inventory

Inventories are stated at the lower
of first-in, first-out cost or market. Cost includes material, labor and manufacturing
overhead. The Company uses a standard cost system as a tool to monitor production
efficiency. The standard cost system applies estimated labor and manufacturing overhead
factors to inventory based on budgeted production and efficiency levels, staffing levels
and costs of operation, based on the experience and judgment of management. Actual costs
and production levels may vary from the standard established and are charged to the
consolidated statement of income as a component of cost of sales. Since U.S. generally
accepted accounting principles require that the standard cost approximate actual cost,
periodic adjustments are necessary. The provision for obsolete inventory is reviewed on a
quarterly basis. All finished good reagent products which will expire in less than six
months are written down to zero in the period in which this expiration threshold is met.
Any raw, intermediate, or finished product that has been quarantined because it has failed
quality control (QC) is written down to zero in the period in which the product fails QC
testing. Should the product be successfully reworked and pass final quality control
checks, it is then valued at its standard cost. Obsolete and quarantined inventory is
physically segregated from useable and saleable inventory and destroyed according to
regulatory and fiscal guidelines. No material changes have been made to the inventory
policy during the nine-month period ended February 28, 2005.

---

Excess of Cost Over Net
Assets Acquired and Other Long-lived Assets

In assessing the recoverability of
the Companys excess of cost over net assets acquired and other long-lived assets the
Company must make assumptions regarding estimated future cash flows and other factors to
determine the fair value of the respective assets. If these estimates or their related
assumptions change in the future, the Company may be required to record impairment charges
not previously recorded for these assets. On June 1, 2002, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other
Intangible Assets, and is required to analyze its goodwill and intangible assets for
impairment on an annual basis or more frequently if impairment indicators arise. On June 1, 2002, The
Company also adopted SFAS No. 144, Accounting for the Impairment or Disposal
of Long-lived Assets. This SFAS supercedes SFAS No. 121, Accounting for the
Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of; however
it retains the fundamental provisions of that statement related to the recognition and
measurement of the impairment of long-lived assets to be held and used.

Income Taxes

Our income tax policy records the
estimated future tax effects of temporary differences between the tax bases of assets and
liabilities and amounts reported in the accompanying consolidated balance sheets, as well
as operating loss and tax credit carry-forwards. We follow very specific and detailed
guidelines regarding the recoverability of any tax assets recorded on the balance sheet
and provide any allowances as required. The Company believes that the value of the
Companys deferred tax assets assumes that the Company will be able to generate
sufficient future taxable income in certain tax jurisdictions, based on estimates and
assumptions. If these estimates and related assumptions change in the future, the Company
may be required to record additional valuation allowances against its deferred tax assets
resulting in additional income tax expense in the Companys consolidated statements
of income. In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income, carry-back opportunities, and tax-planning
strategies in making this assessment. Management evaluates the realizability of the
deferred tax assets and assesses the need for additional valuation allowances quarterly.
No material changes have been made to the income tax policy during the nine-month period
ended February 28, 2005.

Stock-Based Employee
Compensation

The Company grants stock options for
a fixed number of shares to employees with an exercise price equal to the fair value of
the shares at the date of the grant. The Company currently accounts for stock option
grants in accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees, and accordingly does not recognize compensation expense for the stock
option grants. In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-based Compensation  Transition and Disclosure  an amendment of FASB
Statement No. 123.This Statement provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of Statement
123 to require prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company adopted the interim disclosure requirements
in the period ended May 31, 2003. See Note 2 of the consolidated financial statements.

In December 2004, the FASB issued
Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB
Statement No. 123,Accounting for Stock-Based Compensation.  Generally, the
approach in Statement 123(R) is similar to the approach described in Statement 123.
 However, Statement 123(R) requires all share-based payments to employees, including
grants of employee stock options, to be recognized in the statement of income based on
their fair values. Pro forma disclosure is no longer an alternative. The new standard will
be effective for public entities (excluding small business issuers) in the first interim
or annual reporting period beginning after June 15, 2005. See Note 2 to the consolidated
financial statements for pro forma disclosure of the effect this new standard on the
Companys net income and earnings per share calculations for the three and nine
months ended February 28, 2005 and February 29, 2004.

---

Overview

Founded in 1982, Immucor, Inc., a
Georgia corporation (Immucor or the Company), develops,
manufactures and sells a complete line of reagents and automated systems used primarily by
hospitals, clinical laboratories and blood banks in a number of tests performed to detect
and identify certain properties of the cell and serum components of human blood prior to
blood transfusion. The Company continues to place increasing emphasis on the development
and sale of instruments and instrument systems that use the Companys proprietary
reagents, while promoting increased sales of its traditional reagent product line.

On April 25, 2004, the Company
obtained FDA clearance to market its high-volume Galileo® instrument designed for the
large-sized hospital market in the U.S. The instrument revenue and the related reagent
revenue stream are expected to improve gross margins because the instrument requires
proprietary reagents developed for automated technology, thus commanding a premium price
over traditional reagent products. As of March 31, 2005, the Company has placed 231
Galileo® instruments worldwide, including 38 in North America and 11 in Japan.

In July 2004, the Company announced
it is developing a third generation instrument, currently referred to as the
G3 and currently planned for release in the Companys 2006 fiscal year.
The G3 is targeted at the small- to medium-sized hospital market, the largest segment of
the Companys customers, which number approximately 5,000 to 6,000 worldwide, to
which the Companys ABS2000 instrument is currently marketed. The G3 is expected to
be significantly smaller and faster than the ABS2000, and have substantially all of the
features of the Companys larger Galileo® product, apart from lower throughput.
The G3s smaller size is designed to allow depot service where a customer
delivers an instrument to a Company depot for servicing and receives a loaner instrument
to use until servicing is complete. The Company expects this depot method to be more cost
effective than sending repair personnel to the customers site, and accordingly
expects instrument service costs will eventually decline as the G3 replaces the ABS2000.

For the remainder of fiscal 2005 as
well as fiscal 2006, the Companys strategy will continue to focus primarily on
improving gross margin and on developing the G3. Gross margin (gross profit as a percent
of sales) improved during the quarter ended February 28, 2005 to 63.1% up from 52.9% in
the prior year quarter. Gross margin for the nine-month period ended February 28, 2005
increased as well, from 54.7% for the prior year period to 59.0%.

As further discussed below under
Results of Operations, the improvements in gross margin during the three- and
nine-month periods ended February 28, 2005, as compared to the prior year periods, were
due to several factors, including:

| |  |  |  |  | Reagent price increases, attributable in part to the cancellation of supply agreements
with two group purchasing organizations in January 2005,
| |  |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | Increase in Capture® revenues, driven in part by a changeover in the third quarter
from selling Capture® products in kits to selling them by individual components,
| |  |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | Increase in instrument revenues due primarily to increased sales of Galileo®
instruments as well as higher revenues from instrument service contracts, and
| |  |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | Increased manufacturing efficiencies due in part to the consolidation of the manufacture
of red blood cell products into the Norcross facility.
| |  |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

The Company expects to achieve
continued improvement in gross margin over the remainder of fiscal 2005 as compared to
fiscal 2004, primarily as a result of implementation of the following strategic steps:

| |  |  |  |  | The elimination of a number of redundant products currently manufactured at the
Companys three manufacturing facilities during the fourth quarter of
fiscal 2004 and the first quarter of fiscal 2005;
| |  |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  |  |  | The consolidation of the Companys red cell product manufacturing, previously
produced at both the Norcross and Houston facilities, to the Companys Norcross
facility, completed at the end of the fourth quarter of fiscal 2004;
| |  |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | Obtaining FDA clearance of the Galileo(R)for marketing in the United States in April 2004; and
| |  |  | - |  | ----------------------------------------------------------------------------------------------

| |  |  |  |  | The cancellation of supply agreements with two group purchasing organizations, one
effective January 10, 2005 and the other effective January 26, 2005, in order to increase
member purchasing prices as well as reduce administrative fees associated with these
contracts.
| |  |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In regards to fiscal 2006, the
Company expects to achieve further gross margin expansion through the following means:

| |  |  |  |  | Continued penetration of the large-sized hospital markets in Europe, North America and
Japan through increased sales of the Galileo® instrument, which in turn, are expected
to continue to drive increases in sales of the higher-margin Capture® product line;
| |  |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | Further penetration of the small- to medium-sized hospital market through the deployment
of the Companys third generation automated assay instrument, which will use the same
reagents as the Galileo® and is expected to result in lower servicing costs;
| |  |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | Continued focus on cost containment and reduction through further product elimination and
further consolidation of manufacturing and distribution processes; and
| |  |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  | Increases in reagent prices resulting from those increases effective in fiscal 2005 as
well as additional price increases anticipated in fiscal 2006.
| |  |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

As further discussed in Note 10 to
the consolidated financial statements, the Company initiated in October 2004 an internal
investigation into certain events involving its Italian subsidiary. As described below
under Item 4Controls and Procedures, the Company had already identified certain
deficiencies in internal control over financial reporting in that subsidiary in connection
with its preparation for Sarbanes-Oxley Section 404 internal control assessment, and was
in the process of strengthening those internal controls at the time the internal
investigation was initiated. That process was accelerated in connection with the internal
investigation, and the Company has undertaken a thorough review of the books and records
of the Italian subsidiary. That review identified a number of improperly recorded
transactions totaling approximately $0.7 million, of which $0.5 million, $0.1 million and
$0.1 million is included in Amortization and other, Selling and marketing, and Cost of
sales, respectively, in the Consolidated Statements of Income for the three months ended
November 30, 2004. Included in the $0.7 million charge was an estimate of under-accrued
value-added taxes owed to the Italian government. Upon further review during the quarter
ended February 28, 2005, the Company determined that it had over-accrued for these
value-added taxes and therefore recorded a $0.2 million reduction in expenses in
Amortization and other in the Consolidated Statements of Income for the three-months ended
February 28, 2005.

Liquidity and Capital Resources

As of February 28, 2005, the
Companys cash and cash equivalents balance totaled $21.2 million. Net cash provided
by operating activities increased to $19.5 million for the nine months ended February 28,
2005, up $3.9 million from the same period ended February 29, 2004. This increase was
primarily driven by higher net income.

---

For the nine months ended February
28, 2005, $3.3 million of cash was used in investing activities consisting primarily of
capital expenditures totaling $4.6 million, partially offset by $1.3 million in proceeds
from the November 2004 sale of the Companys long-term investment in Lionheart
Technologies, Inc. The sale of this investment resulted in a gain of $0.5 million which is
included in the consolidated statement of income caption, Other  net for
the nine-month period ended February 28, 2005. The $4.6 million in capital expenditures
for the nine-month period ended February 28, 2005 consisted primarily of $2.1 million for
Galileo® and other instruments used for demonstration purposes by the sales force or
placed at customer sites on reagent rental agreements to be depreciated over the life of
the respective agreements, $1.3 million for machinery and equipment upgrades for use
primarily at the Companys Norcross facility, and $1.0 million for computer hardware
and software enhancements of the enterprise software system. Planned capital expenditures
for fiscal 2005 total approximately $6.3 million.

On December 18, 2003, the Company
obtained a new $27.0 million secured credit facility with SunTrust Bank. Proceeds of these
borrowings were primarily used to repay the Companys previous arrangement with
Wachovia Bank (which was cancelled upon repayment). The new credit facility matures in
December 2006 and is comprised of a $15.0 million revolver and a $12.0 million term loan.
The term loan is payable in quarterly installments of $1.0 million. The term loan and the
revolver bear interest of LIBOR plus additional percentage points ranging from 1.0% to
1.75%, or SunTrust Bank prime rate plus additional percentage points ranging from (0.5%)
to 1.0% based on certain calculations as defined in the Loan Agreement. The loans are
collateralized by the capital stock of certain of the Companys subsidiaries. The
Company recorded a non-cash, pre-tax charge of $924,000 in the third quarter of fiscal
2004 to write off unamortized deferred financing charges related to its previous credit
facility. As of February 28, 2005, there was $7.0 million outstanding on the term loan and
none outstanding on the revolver.

Net cash used in financing activities
totaled approximately $11.4 million and $11.9 million for the nine months ended February
28, 2005 and February 29, 2004, respectively. The majority of the usage of cash for the
current year period is attributable to $8.0 million in stock repurchases, as described
more fully below.

The Company instituted a stock
repurchase program in June of 1998 for up to 4,050,000 shares, of which 3,624,750 shares
had been purchased prior to the end of the 2004 fiscal year, leaving 425,250 shares
available for repurchase. On June 1, 2004, the Board of Directors authorized the Company
to repurchase up to an additional 450,000 shares of its common stock. On August 2, 2004,
the Board of Directors authorized the Company to repurchase up to an additional 750,000
shares of its common stock. In the quarter ended August 31, 2004, the Company repurchased
622,500 shares at an average per share price of $12.87, bringing the aggregate number of
shares to 4,247,250 repurchased to date since implementation of the 1998 repurchase
program. There were no share repurchases during the quarters ended November 30, 2004 and
February 28, 2005. The aggregate amount remaining available for repurchase under the
program is 1,002,750 shares as of February 28, 2005.

At February 28, 2005 and February 29,
2004, the Company had an interest rate swap agreement in the Companys functional
currency, maturing in 2005 with an initial notional principal amount of $15.0 million,
which amortizes over the life of the instrument. The fair value of the interest rate swap
agreement represents the estimated receipts or payments that would be made to terminate
the agreement and is included with other long-term liabilities on the balance sheet. At
February 28, 2005 and February 29, 2004, the Company would have paid approximately $57,000 and $281,000,
respectively, to terminate the agreement in the Companys functional currency. The
interest rate swap agreement is guaranteed by the Company. See Item 7AQuantitative
and Qualitative Disclosures About Market RiskInterest Rates in the Companys
Form 10-K for the fiscal year ended May 31, 2004.

As of February 28, 2005, the Company
had incurred approximately $1.6 million in professional fees associated with the Italian
investigation discussed in Note 10 to the consolidated financial statements. Of this amount,
$0.5 million was unpaid and included in Other accrued liabilities in the Companys Consolidated
Balance Sheet as of February 28, 2005.  The Company believes that an additional $750,000
in professional fees may be incurred over the remainder of fiscal 2005.  Additionally, the
Company believes it may incur up to an additional $2.0 million in fiscal 2006 in professional
fees and/or other costs related to this investigation. As discussed more fully in Note 10 to the consolidated financial
statements, no determination can yet be made as to whether the Company, in connection with
the circumstances surrounding the Italian investigation, will become subject to any fines,
penalties and/or other charges imposed by any governmental authority, or any other damages
or costs that may arise in connection with these circumstances. Accordingly, no provisions
for any liabilities that may result upon closure of this matter have been made in the
accompanying financial statements, other than the $0.5 million discussed above.

---

Management expects that cash and cash
equivalents and cash flows from operations will be sufficient to support operations,
scheduled debt repayments and planned capital expenditures for the next 12 months, as well
as fund future long-term debt payments. There are no restrictions on the Companys
foreign subsidiaries in the matter of sending dividends, or making loans or advances to
the parent Company.

Off-Balance Sheet
Arrangements

The Company has no off-balance sheet
financial arrangements as of February 28, 2005.

Results of Operations

Immucor generated revenues of $38.0
million and $102.7 million, respectively, for the three- and nine-month periods ended
February 28, 2005. These revenue results represented respective increases of $10.1 million
and $20.4 million over the same fiscal periods in the prior year. Net income for the
three- and nine-month periods ended February 28, 2005 totaled $6.5 million and $15.6
million, respectively. These results also compared favorably with those of the same fiscal
periods in the prior year.

Diluted earnings per share, totaling
$0.14 on 47.6 million weighted average shares outstanding for the three-month period ended
February 28, 2005, compared with diluted earnings per share of $0.04 on 47.1 million
weighted average shares outstanding in the three-month period ended February 29, 2004.
Diluted earnings per share, totaling $0.33 on 47.5 million weighted average shares
outstanding for the nine-month period ended February 28, 2005, compared with diluted
earnings per share of $0.20 on 46.9 million weighted average shares outstanding in the
nine-month period ended February 29, 2004. All share and per share amounts have been
adjusted to reflect the three-for-two stock splits affected in the form of 50% stock
dividends that were distributed on July 16, 2004 and December 13, 2004.

For the three-month period ended
February 28, 2005, the effect on net sales and gross margin of the change in the Euro
exchange rate was an approximate increase of $0.4 million and $0.2 million, respectively,
and minimal for net income. For the nine-month period ended February 28, 2005, the effect
on net sales and gross margin of the change in the Euro exchange rate was an approximate
increase of $1.6 million and $0.7 million, respectively, and minimal for net income.

Net Sales

Reagent revenues grew to $33.7
million compared to $25.3 million in the prior year quarter, a 33.2% increase. The growth
in reagent revenue occurred as a result of traditional reagent price increases in North
America, which contributed $5.1 million to the increase, and volume and price increases in
proprietary Capture® products. Capture® product sales were $8.0 million versus
$5.5 million in the three-month period ended February 29, 2004. Human collagen sales were
$0.8 million during the quarter. There were no sales of collagen in the corresponding
prior year period. Sales of instruments were $3.5 million in the third quarter of 2005
compared to $2.6 million in the third quarter of 2004. Instrument revenues grew in part
due to higher service contract revenue as a result of new placements under service
contracts, as well as increases in service contract pricing. These increases were partially
offset by the impact of the application of EITF Issue No. 00-21 during the quarter ended
February 28, 2005.  The accounting treatment mandated by this pronouncement resulted in a
reduction of quarterly instrument revenues of $1.1 million which will be recognized as
additional revenue in future periods.

For the nine-month period ended
February 28, 2005, reagent revenues increased $15.4 million (or 20.5%) over the prior year
period. This growth for the year-to-date period was attributable to the same reasons as
outlined above for the quarterly period, with traditional reagent price increases in North
America contributing $8.4 million to the overall increase. For the nine-month period ended
February 28, 2005, Capture® product sales were $21.0 million as compared to $16.0
million for the same period in fiscal 2004. Human collagen sales contributed $2.3 million
to the year-to-date revenue increase. Instrument revenues for the nine-month period ended
February 28, 2005 totaled $9.9 million as compared to $7.2 million in the prior year
period, the increase resulting from the same reasons for the quarter-over-quarter
increase.

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Gross Margin

The gross margin on traditional
reagents for the quarter ended February 28, 2005 benefited from the price increases
discussed above, increasing to 65.6% for the current quarter from 54.2% for the prior year
quarter. The gross margin on Capture® products was 82.9% for the current quarter,
compared with 75.6% in the prior year quarter. Capture® gross margin was favorably
impacted by a changeover from selling the products in kits to selling the individual
components  an operational change which resulted in increases in both volume and
price. The gross margin on human collagen sales was 29.9% during the quarter. The gross
margin on instruments, including the impact of the cost of providing service was 6.4% for
the current quarter, compared to a negative 3.7% for the same quarter last year.
Instrument gross margin benefited from higher service contract revenue but was adversely
affected by the application of EITF Issue No. 00-21 as discussed above. As more fully discussed
in Note 13 to the consolidated financials, in the quarter ended February 28, 2005 the Company also
changed how it was accounting for the costs of instruments under third-party leasing
arrangements and, as a result, recorded additional cost of sales of approximately $327,000.

The gross margin on traditional
reagents for the nine-month period ended February 28, 2005 was 60.2% as compared to 56.2%
for the same period in the prior year. The improvement in the year-to-date traditional
reagent gross margin was due primarily to the price increases discussed above, partially
offset by higher regulatory costs in the first quarter of fiscal 2005 to support
CE-marking in Europe. The gross margin on Capture® products improved to 79.4% from
74.3% in the prior nine-month period, primarily attributable to the same reasons as
outlined above for the quarterly period. The gross margin on human collagen sales was
28.4% during the nine months ended February 28, 2005. The gross margin on instruments was
14.3% as compared to 2.8% in the nine-month period in the prior year, benefiting from
higher service revenue as discussed above.

Operating Expenses

Research and development expenses
were $1.1 million in the third quarter, slightly less than those recorded in the prior
year quarter. For the nine-month period ended February 28, 2005, the Company spent $3.3
million as compared to $2.6 million in the prior year period. Spending on the development
of the new third generation instrument targeted for the small- to medium-sized hospital
market (the G3) was $0.4 million and $1.3 million, respectively, for the
three- and nine-month periods ended February 28, 2005. In these same periods in the prior
year, only $0.3 million and $0.8 million, respectively, were spent on the G3.

Selling and marketing expenses
increased $1.2 million and $1.8 million, respectively, over the three- and nine- month
periods ended February 29, 2004, but decreased as a percentage of sales for both periods.
This decrease as a percentage of sales was due primarily to higher period-over-period
sales as discussed more fully above.

Distribution expenses for the three-
and nine-month periods ended February 28, 2005 decreased by $0.3 million and by $0.6
million, respectively, compared to the same periods ended February 29, 2004, primarily
benefiting from the consolidation of the manufacture of red blood cell products into the
Norcross facility. The quarter ended August 31, 2004 was the first quarter in which the
Companys red blood cell manufacturing was fully consolidated into the Norcross
facility during the entire quarter.

General and administrative expenses
for the three- and nine-month periods ended February 28, 2005, rose approximately $3.0
million and $4.5 million, respectively over the same periods ended February 29, 2004. The
quarter and year-to-date increases were attributable primarily to higher legal fees due
mainly to the Italian investigation as discussed more fully above in Note 10 to the
consolidated financial statements. Higher audit and tax fees, due in part to
Sarbanes-Oxley Section 404 internal control assessment, also contributed $0.9 million and
$1.0 million to the overall rise in these expenses for the quarter and year-to-date,
respectively.

Amortization and other expenses for
the nine-month period ended February 28, 2005 include a $0.5 million charge related to
improperly recorded transactions on the Companys Italian subsidiarys books.
See Note 10 to the consolidated financial statements.

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Interest Expense

Interest expense decreased $0.3
million over the nine-month period ended February 29, 2004 due primarily to reduced levels
of long-term debt at more favorable interest rates. Interest expense increased slightly
over the three-month period ended February 29, 2004 due to interest paid by the
Companys Italian subsidiary on delinquent value-added tax uncovered by the
Companys internal investigation as discussed more fully in Note 10 to the
consolidated financial statements.

Other Income (Expense)

Other income, net, for the nine-month
period ended February 28, 2005, primarily reflects a $0.5 million gain on the sale of the
Companys long-term investment in Lionheart Technologies, Inc. in November 2004, as
well as a net gain on foreign currency transactions. These gains were partially offset by
a $0.2 million charge representing a legal settlement agreed upon in December 2004
regarding a claim that existed as of November 30, 2004 and a $0.3 million charge
associated with the buyout of a distribution agreement in the first quarter of fiscal
2005. Other income, net, for the three-month period ended February 29, 2004, reflects a
charge of $0.9 million in the third quarter of fiscal 2004 to write off unamortized
deferred financing charges related to its previous credit facility.

Income Taxes

The provision for income taxes rose
$2.5 million and $4.4 million from the three- and nine-month periods ended February 29,
2004, primarily due to higher pre-tax income. State tax rates are estimated to be higher
as the Company refines its state tax structure. The increase in the provision for the
three- and nine-month periods ended February 28, 2005 was partially offset by a benefit for a
research and development tax credit for the current fiscal year as well as the prior three fiscal years.  This credit totaled
approximately $580,000, of which the Company has adequately reserved at February 28, 2005.

ITEM 3.      Quantitative and Qualitative Disclosures On Market Risk.

There have been no material changes
regarding the Companys market risk position from the information provided in its
Annual Report on Form 10-K for the fiscal year ended May 31, 2004. The quantitative and
qualitative disclosures about market risk are discussed in Item 7A-Quantitative and
Qualitative Disclosures About Market Risk, contained in the Companys Annual Report
on Form 10-K.

ITEM 4.     Controls and Procedures.

As of the end of the period covered
by this report, the Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures pursuant to Rule
13a-15(b) and 15d-15(b) under the Exchange Act. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures are effective.

As discussed above under Item
2-Managements Discussion and Analysis of Financial Condition and Results of
Operations-Overview, during the nine-month period ended February 28, 2005, the Company
identified certain deficiencies in the internal control over financial reporting in the
Companys Italian subsidiary. These deficiencies related to the subsidiarys
procedures for recording and verifying certain transactions, which were managed by a
single employee who is no longer with the Company or the subsidiary. At the Companys
direction, the subsidiary replaced this individual, hired a finance manager, and
implemented a system of verifying and documenting transactions. The Company believes that
these efforts have corrected any material weaknesses or significant deficiencies in the
internal control over financial reporting in the Italian subsidiary.

Other than as described in the
preceding paragraph, there were no significant changes in the Companys internal
control over financial reporting or in other factors identified in connection with this
evaluation that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Company is subject to various
claims and contingencies related to lawsuits and other matters arising out of the normal
course of business.  As reported in a press release issued by the Company on November 2, 2004, the Companys Italian
subsidiary and Dr. Gioacchino De Chirico, the former President of the Italian subsidiary,
are the subjects of a criminal investigation by Italian authorities in Milan, Italy
centered on the activities of a well-known Italian physician and hospital administrator.
The investigation concerns alleged improper cash payments by several companies to the
physician in exchange for favorable contract awards by his hospital in Italy. Based on the
previously-reported internal investigation into this matter initiated by the Company, it
does not appear that the Italian subsidiary made any improper payments to the physician in
question. However, the doctor rendered services as the organizer and chairman of a
convention sponsored by the Italian subsidiary in October 2003, for which he received
13,500 Euros, and the invoice for those services did not properly identify the doctor or
the nature of his services, in violation of the books and records provisions of the
Foreign Corrupt Practices Act. On November 1, 2004, the Company self-reported to the
Securities and Exchange Commission the potential violation of the Foreign Corrupt
Practices Act.  On January 21, 2005, the Company submitted to the SEC the
findings of its internal investigation (see below for further information)
regarding the reported books and records violation and related matters. The SEC has
not expressed to the Company any conclusions about the ultimate outcome of its
review of the investigation or its potential financial impact on the Company. The
investigation by the Italian prosecutor has been expanded to several other companies; this
expansion may delay the closure of this matter. No determination can yet be made as to
whether the Company, in connection with the circumstances surrounding the Italian
investigation, will become subject to any fines, penalties and/or other charges imposed by
any governmental authority, or any other damages or costs that may arise in connection
with those circumstances.

ITEM 2.    Unregistered Sales of Equity
Securities and Use of Proceeds.

The Company did not repurchase any
shares of its Common Stock during the quarter ended February 28, 2005. As of February 28,
2005, an aggregate of 1,002,750 shares of Common Stock remain available for repurchase
under the Companys stock repurchase programs.

ITEM 6.      Exhibits and Reports on Form 8-K

(a)    
          The Company has filed the following exhibits with this report.

31.1       Certification of Principal Executive
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

31.2       Certification of Principal Financial
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

32.1       Certification of Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2       Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

| |  | * |  | The certifications contained in these exhibits are not filed for purposes of
Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of
that section. Such certifications will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the extent that the
Company specifically incorporates them by reference.
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.

IMMUCOR, INC.(Registrant)

Date: April 8, 2005                                           By:   /s/ Edward L. Gallup

| | Edward L. Gallup, Chief Executive Officer
                                           (on behalf of Registrant and as Principal
Executive Officer)
| | -------------------------------------------------------------------------------------------------------------------------------------------------

Date: April 8, 2005                                           By:   /s/ Steven C.Ramsey

|Steven C. Ramsey, Vice President - Chief Financial Officer and Secretary
                                                                                   (Principal Accounting Officer)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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EXHIBIT INDEX

Number                                    Description

31.1       Certification of Principal Executive
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

31.2       Certification of Principal Financial
Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a).*

32.1       Certification of Chief Executive
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2       Certification of Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

| |  | * |  | The certifications contained in these exhibits are not filed for purposes of
Section 18 of the Exchange Act [15 U.S.C. 78r], or otherwise subject to the liability of
that section. Such certifications will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the extent that the
Company specifically incorporates them by reference.
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------